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Changes in Officers3549KUSURI NO AOKI HOLDINGS CO.,LTD.Retail

Notice Concerning the Appointment of Candidates for New Directors, New Outside Directors and Substitute Audit & Supervisory Board Members

The Company decided to nominate 4 new director candidates, including 3 outside director candidates, and 1 substitute Audit & Supervisory Board Member candidate, and submit the nominations to the Annual General Meeting of Shareholders. At the same time, the outside directorships are scheduled to change from Yanagida Naoki (柳田 直樹) and Kinoshita Reiko (木下 玲子).

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Who is moving to which position

Resolved 16 July 2026

Incoming appointee

5 items
Scheduled Appointment Date19 August 2026 (subject to election at the 28th Annual General Meeting of Shareholders scheduled for 19 August 2026)
Enokido Yosuke (榎戸 要介)
Previous positionGeneral Manager, Corporate Planning Division of the Company (current)
New positionDirectors
生年月日 13 November 1981入社年 2004
Yoshida Tsuyoshi (吉田 剛)
Previous positionPresident and Representative Director, ウィズコンサルティング㈱ (current)
New positionOutside Director
生年月日 25 February 1957入社年 Not disclosed
Ozawa Minoru (小澤 実)
Previous positionPresident and Representative Director, バリュークリエイトパートナーズ㈱ (current); Outside Director, Fuji Pharma Co.,Ltd. (current)
New positionOutside Director
生年月日 23 January 1962入社年 Not disclosed
Morioka Shinichi (森岡 真一)
Previous positionAttorney, 弁護士法人兼六法律事務所 (current)
New positionOutside Director
生年月日 18 March 1977入社年 Not disclosed
Sutani Shoji (酢谷 昌司)
Previous positionHead of 泉が丘法律事務所 (current)
New positionSubstitute Audit & Supervisory Board Member
生年月日 13 May 1976入社年 Not disclosed

Departing officer

2 items
Date of departure19 August 2026
Yanagida Naoki (柳田 直樹)Stepping down
Kinoshita Reiko (木下 玲子)Stepping down
Former PositionOutside Directors
Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.
Directors after the change11Number
Filing as an independent officerThe Company plans to register Yoshida Tsuyoshi (吉田 剛), Ozawa Minoru (小澤 実), Morioka Shinichi (森岡 真一) and Sutani Shoji (酢谷 昌司) as independent officers following their election.
Shareholders’ meeting approvalRequired. The election of candidates for new directors, new outside directors and a substitute Audit & Supervisory Board Member will be submitted to the 28th Annual General Meeting of Shareholders scheduled for 19 August 2026.
Reason for change

To ensure achievement of the financial targets of the Fourth Medium-Term Management Plan, sustain growth and improve capital efficiency, it is essential to accelerate decision-making by the Board of Directors and further strengthen its oversight functions.

Reasons for appointment

Yoshida Tsuyoshi (吉田 剛) has held senior positions at financial institutions and possesses experience and knowledge in corporate management and sales development. Ozawa Minoru (小澤 実) has a career in the financial markets, management experience as President and Representative Director, and a track record as an outside director of another company. Morioka Shinichi (森岡 真一) has an understanding of governance and the business environment, as well as experience in corporate legal affairs and establishing compliance systems as an attorney.

Independent officers are outside officers registered with the exchange as having no conflict of interest with general shareholders.
Who is moving to which position
ItemDetails
Resolution date16 July 2026
Scheduled Appointment Date19 August 2026 (subject to election at the 28th Annual General Meeting of Shareholders scheduled for 19 August 2026)
Date of departure19 August 2026
Name of appointeeEnokido Yosuke (榎戸 要介), Yoshida Tsuyoshi (吉田 剛), Ozawa Minoru (小澤 実), Morioka Shinichi (森岡 真一), Sutani Shoji (酢谷 昌司)
Appointee's new positionDirectors, Outside Director, Outside Director, Outside Director, Substitute Audit & Supervisory Board Member
Appointee's previous positionGeneral Manager, Corporate Planning Division of the Company (current), President and Representative Director, ウィズコンサルティング㈱ (current), President and Representative Director, バリュークリエイトパートナーズ㈱ (current); Outside Director, Fuji Pharma Co.,Ltd. (current), Attorney, 弁護士法人兼六法律事務所 (current), Head of 泉が丘法律事務所 (current)
Appointee's date of birth13 November 1981, 25 February 1957, 23 January 1962, 18 March 1977, 13 May 1976
Year the appointee joined the Company2004, Not disclosed, Not disclosed, Not disclosed, Not disclosed
Name of departing officerYanagida Naoki (柳田 直樹), Kinoshita Reiko (木下 玲子)
Former position of departing officerOutside Directors
Reason for changeTo ensure achievement of the financial targets of the Fourth Medium-Term Management Plan, sustain growth and improve capital efficiency, it is essential to accelerate decision-making by the Board of Directors and further strengthen its oversight functions.
Reasons for appointmentYoshida Tsuyoshi (吉田 剛) has held senior positions at financial institutions and possesses experience and knowledge in corporate management and sales development. Ozawa Minoru (小澤 実) has a career in the financial markets, management experience as President and Representative Director, and a track record as an outside director of another company. Morioka Shinichi (森岡 真一) has an understanding of governance and the business environment, as well as experience in corporate legal affairs and establishing compliance systems as an attorney.
Number of directors after the change11, including 6 outside directors
Filing as an independent officerThe Company plans to register Yoshida Tsuyoshi (吉田 剛), Ozawa Minoru (小澤 実), Morioka Shinichi (森岡 真一) and Sutani Shoji (酢谷 昌司) as independent officers following their election.
Subject to Approval by the General Meeting of ShareholdersRequired. The election of candidates for new directors, new outside directors and a substitute Audit & Supervisory Board Member will be submitted to the 28th Annual General Meeting of Shareholders scheduled for 19 August 2026.
Items this document does not state (6)
Number of shares held by the appointeeNew position of departing officerReason for departureWhether the incumbent will remain in officeDetails of organizational changesChange in Corporate Governance Structure

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To accelerate decision-making by the Board of Directors and further strengthen its oversight functions in order to achieve the financial targets of the Fourth Medium-Term Management Plan, sustain growth and improve capital efficiency. The Company also aims to appoint individuals with expertise in capital markets, finance and capital efficiency, governance and risk management, and to secure a successor substitute Audit & Supervisory Board Member in connection with Morioka Shinichi (森岡 真一) becoming an outside director candidate.

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Notice Concerning the Appointment of Candidates for New Directors, New Outside Directors and Substitute Audit & Supervisory Board Members | KUSURI NO AOKI HOLDINGS CO.,LTD. (3549) timely disclosure | Komori